Terms and Conditions

DRIVES - INCORPORATED
STANDARD TERMS AND CONDITIONS OF SALE

ANY PURCHASE ORDER PURSUANT TO ANY QUOTATION SHALL NOT RESULT IN A CONTRACT UNTIL IT IS APPROVED AND ACCEPTED BY THE FULTON, ILLINOIS, OFFICE OF DRIVES-INCORPORATED ("SELLER").1. CONDITIONS OF SALE. All orders placed on PTplace.com shall be subject to these terms and conditions of sale; no terms and conditions may be added to, modified, superseded or otherwise altered except by a written instrument signed by an authorized executive of Seller. By pressing "Submit", the Buyer accepts and agrees to these Terms and Conditions of Sale. Failure of Seller to object to any terms or conditions that may be contained in any acknowledgment, invoice or other form from Buyer shall not be construed as a waiver of these conditions nor an acceptance of any such provision.2. TAXES. The amount of the present or future sales, revenue, excise, occupation, use or other applicable taxes shall be added to the purchase price and shall be paid or reimbursed by Buyer.3. DELIVERY. Delivery terms are F.O.B., Seller's factory or warehouse unless otherwise specifically provided in Seller's acknowledgment. Buyer shall assume all risk of loss or damage upon delivery to the carrier at the point of shipment. Any reference by Seller to a date of delivery shall be deemed to refer to the approximate date of shipment from factory and is a careful estimate of the approximate date of delivery, not a guaranty of a particular day of delivery. Seller shall not be liable for any delay in delivery. Without limiting the generality of the preceding sentence, Seller shall not be liable for failure to deliver the goods specified where such failure to deliver is due to contingencies beyond Seller's control, including strikes, lockouts and differences with workmen, when these events affect either Seller or its suppliers of material, or individuals or corporations upon whom Seller is dependent for transportation of supplies and delivery of its manufactured goods, and also including war, insurrection, embargoes, fire, flood, injuries to works when the goods or raw materials are manufactured, government regulations of fuel, transportation, labor or production, and inability for whatever reason to secure necessary labor, materials or supplies. In case of curtailment of production for any of the above reasons, Seller reserves the right to deliver pro rata the goods which it produces to all customers from whom it may have orders, and to invoice Buyer for partial shipment accordingly, and Buyer shall make payment on the purchase price in amounts as so invoiced. When a shipment is deferred at Buyer's request beyond the date of completion, the order will be subject to invoicing, payment and storage charges from date of completion.4. TITLE. Title to all products sold by Seller to Buyer and all replacements, substitutions, repairs and additions thereto, and all proceeds of the foregoing, shall remain in Seller until full payment of the purchase price and all other amounts due Seller hereunder has been made. Buyer shall indemnify and hold Seller harmless from and against all claims of parties claiming under or through Buyer with respect to the products.5. CREDIT APPROVAL. Shipments, deliveries and performance of work shall at all times be subject to the requirements of the Credit Department of Seller, including the requirement that Buyer may be required to pay part or all of the purchase price in advance.6. TERMS OF PAYMENT. Subject to the provisions of "Credit Approval" above, terms of payment shall be 1% 10, NET 30 days and shall be effective from date of invoice.7. QUOTATIONS. Prices stated on Seller's most recent published price list are in effect on the date listed and are subject to change by Seller at any time. Prices are for Seller's standard packaging specifications. All written quotations automatically expire thirty (30) calendar days from the date issued and are subject to termination by notice within that period. Verbal quotations expire the same day they are made. Quotations shall only be deemed to be binding if they specifically identify product or component part and list the actual quantities involved. All stenographic and clerical errors are subject to correction.8. SHIPPING WEIGHTS AND DIMENSIONS. Published weights are careful estimates but are not guaranteed.9. CANCELLATION. Orders accepted by Seller are subject to cancellation by Buyer only upon the consent of Seller. Upon such cancellation and consent, Seller shall cease work and hold for Buyer all completed and partially completed articles and work in process and Buyer shall pay Seller for all work and materials that have been committed and/or identified to the order plus a cancellation charge as prescribed by Seller, in addition to Seller's reasonably projected profit on the entire contract. Changes in design or construction requested by Buyer are Buyer's expense.10. INSTALLATION. Seller's products shall be installed by Buyer at the expense of Buyer.11. INSURANCE. After delivery to the carrier, Buyer assumes the risk of all loss or damage resulting from any cause. Buyer shall provide and maintain insurance protecting each party against loss or damage.12. CLAIMS. Seller will not consider claims for shortage or error unless made promptly upon receipt of products.13. RETURNED GOODS. No goods will be accepted for return without prior approval. Freight must be prepaid on all returned goods. A minimum 25% handling and restocking charge will be applied to all authorized returns. Special products or made-to-order products are not returnable.14. MINIMUM ORDER REQUIREMENTS. A minimum charge of $100 net per order applies to all orders. Minimum run quantity for made-to-order assemblies is 250 feet per order or a setup fee of $50 may apply.15. ILLINOIS LAW. The validity, interpretation and performance of any agreement shall be governed by the laws of the State of Illinois (including without limitation the Uniform Commercial Code). Any agreement shall be deemed to have been made in the City of Fulton, Whiteside County, Illinois, and the parties shall submit to the jurisdiction of the Circuit Court of the Fourteenth Judicial Circuit, Whiteside County, Illinois, for the purpose of adjudication of all their respective rights and liabilities.16. DEFAULT. In the case of default or breach of Buyer in the performance of any or all of the provisions of any agreement, Seller may cancel any outstanding order(s) from Buyer, and declare all obligations immediately due and payable, and Buyer shall, in addition, be liable for Seller's expenses incurred in exercising any remedies available to it, including reasonable attorney's fees and legal expenses. All unpaid obligations shall bear interest at the highest lawful rate from the date they become due and payable.17. WARRANTY. Seller warrants that the products of Seller's manufacture which are delivered by Seller hereunder shall be free from defects in material and workmanship during the warranty period. The warranty period for all such products is one year, which shall begin from date of shipment. If during the warranty period any such products are proven to be defective upon Seller's inspection, Seller's sole obligation is to repair any such products, or, at Seller's option, to supply a replacement product or component part, F.O.B., Seller's factory or warehouse upon receipt of the defective product or component part at Seller's factory, transportation charges prepaid. Seller shall not be responsible for charges for correcting defects, nor will Seller accept returns of allegedly defective products unless Seller is first notified in writing and the return is authorized by Seller in writing. Seller shall be released from all obligations under this warranty as to any products which have been subject to neglect, accident, misuse or improper operation or care, and any products on which repairs or modifications are made by persons other than Seller.

THE ABOVE WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED. ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED BY SELLER AND EXCLUDED FROM ANY AGREEMENT.

18. LIMIT OF LIABILITY. In no event shall Seller be responsible or liable for penalty clauses of any description, or for indemnification of Buyer or others for costs, damages or expenses whether based in tort or contract, or for indirect or consequential damages under any circumstances. THE REMEDIES SET FORTH HEREIN ARE EXCLUSIVE. SELLER EXPRESSLY EXCLUDES, DENIES AND DISCLAIMS ANY LIABILITY FOR ANY OTHER WARRANTIES OTHER THAN THOSE SPECIFIED IN SECTION 17 ABOVE, INCLUDING BUT NOT LIMITED TO ALL CLAIMS FOR BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR FOR ANY LOSS OR DAMAGE ARISING OUT OF, CONNECTED WITH, OR RESULTING DIRECTLY OR INDIRECTLY FROM THE CONTRACT BETWEEN BUYER AND SELLER OR ITS SUBJECT MATTER.19. NOTICE OF BREACH. Buyer must give Seller written notice of each and every alleged breach of any of the warranties provided herein no later than sixty (60) days after Buyer has discovered or, by the exercise of reasonable diligence, should have discovered, such alleged breach. Failure to give timely written notice of an alleged breach of warranty as provided herein shall be deemed a complete waiver by Buyer of any claim for any such breach. Any written notice of breach shall be deemed to be notice only with respect to the product or component part addressed by the notice and only with respect to the alleged problem specified therein.20. TIME TO BRING SUIT. Any action against Seller arising out of, in connection with, or resulting directly or indirectly from this Agreement or the products sold pursuant hereto must be filed within one year after the date of delivery to Buyer's F.O.B. point, regardless of Buyer's knowledge or lack of knowledge of the alleged breach; failure to bring such action within said period shall be deemed to constitute a waiver by Buyer of any such claim.21. NON-ASSIGNABLE. Neither this Agreement nor any part hereof is assignable by Buyer without the prior written consent of Seller.22. ENTIRE AGREEMENT. This Agreement and Seller's price lists (as revised from time to time by Seller) shall constitute the entire Agreement between Buyer and Seller irrespective of inconsistent or additional terms and conditions in Buyer's purchase orders or other documents submitted to Seller, whether or not the same have been executed or otherwise accepted by Seller. Except as specifically set forth herein all other agreements, proposals and understandings with respect to the subject matter hereof are merged herein, and there are no promises, terms, conditions or obligations with respect thereto other than those contained herein and in Seller's currently published price lists (as revised from time to time by Seller). Any and all representations, promises, warranties or statements by Seller's agents that differ in any way from the terms and conditions of this Agreement shall be of no force or effect.